Directors Report of Pagaria Energy Ltd.

The Directors have pleasure in presenting the 23rd Annual Report
together with the Audited Statements of Accounts and the Auditors
Report of your Company for the financial year ending 31st March 2014.

FINANCIAL HIGHLIGHTS:

The Financial Highlights for the year under review are given below:
(Rs. In Lacs)
Year ended Year ended
Particulars 31.03.2014 31.03.2013

Total Income 161.87 151.02

Profit before tax 1.09 1.50

Less : Provision for Taxation 1.02 1.32

Profit after tax 0.07 0.18

Add: Balance in P&L Account B/F 7.81 7.63

Balance carried to Balance Sheet 7.88 7.81

DIVIDEND:

In order to strengthen the financial position of the company the Board
of Directors have decided not to recommend any dividend for the
Financial Year ended

31st March, 2014 and plough back the profits of the company in its
business.

PERFORMANCE:

The total income for the financial year under review is Rs. 161.87 Lacs
against Rs. 151.02 Lacs in previous year. During the year, the Company
has earned Profit after Tax of Rs.0.07 Lacs in comparison to the
previous year Profit after Tax of Rs. 0.18 Lacs. The directors are
hopeful for better performance in the ensuing years.

DIRECTORS:

In accordance with the articles of the Company and the provisions of
the Companies Act, 1956, Mr. Manash Bose will retire by rotation at the
ensuing Annual General Meeting and being eligible, offer himself for
reappointment on the Board of your Company. Your Directors recommend
his reappointment.

LISTING OF SHARES:

Equity Shares of the Company are listed at Delhi Stock Exchange and
Bombay Stock Exchange. Listing fees has already been paid in pursuant
to Clause 38 of Listing Agreements.

AUDITORS & AUDITORS OBSERVATION:

M/s. H.R. AGARWAL & ASSOCIATES has confirmed that appointment, if made,
would be within the prescribed limits under Section 139 of the
Companies Act, 2013.

The observations of the Auditors as referred to in the Auditor''s Report
are suitably explained in the notes to the account.

COMPLIANCE CERTIFICATE:

Pursuant to the provisions of section 383A of the Companies Act, 1956,
a Secretarial Compliance Certificate have been obtained by the Board of
Directors for the Financial year 2013-14 from the Practicing Company
Secretaries, certifying that the Company has duly complied with all the
applicable provision of the Companies Act, 1956.

COMPLIANCE WITH THE ACCOUNTING STANDARDS

The Company prepares its accounts and other financial statements in
accordance with the relevant accounting principles and also complies
with the accounting standards issued by the Institute of Chartered
Accountants of India.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, Corporate Governance Report and Auditor''s Certificate
regarding compliance of conditions of Corporate Governance is annexed
hereto.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Companies Act, 2 013, the Board of
Directors of the Company hereby state and confirm that

I. In preparation of annual accounts, the applicable Accounting
Standards have been followed along with proper explanation relating to
material departures.

II. The accounting policies have been selected and applied consistently
and the judgments and estimates made, are reasonable and prudent, so as
to give a true and fair view of the state of affairs of the Company at
the end of financial year 31st March, 2014 and of the Statement o f
Profit & Loss of the Company for that period.

III. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 2013, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.

IV. The annual accounts have been prepared on a going concern basis.

PUBLIC DEPOSITS:

During the year, your Company has not accepted any deposits from the
public within the meaning of Section 73 of the Companies Act, 2013 and
the rule made there under.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company was in receipt of remuneration
exceeding the limits prescribed under section 134 of the Companies Act,
2013.

A statement giving details of conservation of energy, technology
absorption, foreign exchange earnings and outgo in accordance with
Companies (Disclosure of particulars in the Report of Board of
Directors) Rules, 1988 is annexed to this report.

ACKNOWLEDGEMENT:

Your Directors would like to place on record their appreciation for the
assistance, co-operation and whole-hearted support received from
Company''s bankers, advisors, customers and investors and all, whose
continued support has been a source of strength to the Company. Your
Directors place on record their appreciation for the valuable
contribution made by employees at all levels.

The Directors have pleasure in presenting the 22nd Annual Report
together with the Audited Statements of Accounts and the Auditors
Report of your Company for the financial year ending 31st March 2013.

FINANCIAL HIGHLIGHTS::-

The Financial Highlights for the year under review are given below:

(Rs. In lacs)

Year ended Year ended
Particulars 31.03.2013 31.03.2012

Total Income 151.02 184.60

Profit before tax 1.50 1.28

Less : Provision for Taxation 1.32 0.40

Profit/fLoss) after tax 0.18 0.88

Add: Balance in P&L Account B/F 7.63 6.76

Balance carried to Balance Sheet 7.81 7.64

DIVIDEND::-

The Company has not declared any dividend during the year in order to
maintain the liquidity of funds for the expansion of the business
(Previous year - Nil Dividend).

PERFORMANCE::-

The total income for the financial year under review is Rs. 151.02 lacs
against Rs. 184.60 lacs in previous year. During the year, the Company
has earned Profit After Tax of Rs.0.18 lacs in comparison to the
previous year Profit After Tax of Rs. 0.88 lacs. The directors are
hopeful for better performance in the ensuing years.

DIRECTORS::-

In accordance with the articles of the Company and the provisions of
the Companies Act, 1956, Mr. Jaydeb Mondal will retire by rotation at
the ensuing Annual General Meeting and being eligible, offer himself
for reappointment on the Board of your Company. Your Directors
recommend his reappointment.

LISTING OF SHARES::-

Equity Shares of the Company are listed at Delhi Stock Exchange and
Bombay Stock Exchange. Listing fees has already been paid in pursuant
to Clause 38 of Listing Agreements.

AUDITORS & AUDITORS OBSERVATION::-

M/s S.R Ghedia & Associates, Chartered Accountants, Mumbai the auditors
of the Company who hold office until the conclusion of the forthcoming
Annual General Meeting, have expressed their inability to continue as
auditor, hence did not offer themselves for reappointment.

One of the shareholder has proposed the name of M/s. H. R. AGARWAL &
ASSOCIATES, Chartered Accountants, to be appointed in their place. M/s.
H.R. AGARWAL & ASSOCIATES has confirmed that appointment, if made,
would be within the prescribed limits under Section 224 (IB) of the
Companies Act, 1956.

The observations of the Auditors as referred to in the Auditor''s Report
are suitably explained in the notes to the account.

COMPLIANCE CERTIFICATE::-

Pursuant to the provisions of section 383A of the Companies Act, 1956,
a Secretarial Compliance Certificate have been obtained by the Board of
Directors for the Financial year 2012-13 from the Practising Company
Secretaries, certifying that the Company has duly complied with all the
applicable provision of the Companies Act, 1956.

COMPLIANCE WITH THE ACCOUNTING STANDARDS

The Company prepares its accounts and other financial statements in
accordance with the relevant accounting principles and also complies
with the accounting standards issued by the Institute of Chartered
Accountants of India.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, Corporate Governance Report and Auditor''s Certificate
regarding compliance of conditions of Corporate Governance is annexed
hereto.

DIRECTORS'' RESPONSIBILITY STATEMENT::-

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Board of
Directors of the Company hereby state and confirm that

I. In preparation of annual accounts, the applicable Accounting
Standards have been followed alongwith proper explanation relating to
material departures.

II. The accounting policies have been selected and applied consistently
and the judgments and estimates made, are reasonable and prudent, so as
to give a true and fair view of the state of affairs of the Company at
the end of financial year 31st March, 2013 and of the Statement of
Profit & Loss of the Company for that period.

III. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.

IV. The annual accounts have been prepared on a going concern basis.

PUBLIC DEPOSITS::-

During the year, your Company has not accepted any deposits from the
public within the meaning of Section 58A of the Companies Act, 1956 and
the rule made there under.

PARTICULARS OF EMPLOYEES::-

None of the employees of the Company was in receipt of remuneration
exceeding the limits prescribed under section 217(2A ) of the Companies
Act,1956 read with the Companies ( Particulars of employees) Rules
1975.

A statement giving details of conservation of energy, technology
absorption, foreign exchange earnings and outgo in accordance with
Companies (Disclosure of particulars in the Report of Board of
Directors] Rules, 1988 is annexed to this report.

ACKNOWLEDGEMENT::-

Your Directors would like to place on record their appreciation for the
assistance, co-operation and whole-hearted support received from
Company''s bankers, advisors, customers and investors and all, whose
continued support has been a source of strength to the Company. Your
Directors place on record their appreciation for the valuable
contribution made by employees at all levels.

On behalf of the Board of Directors

Place : New Delhi Rajesh Kumar Pagaria

Date : 30th May, 2013 (Managing Director)

Mar 31, 2010

The Directors have Pleasure in presenting the 19th Annual Report
together with the Audited Statements of Accounts find the Auditors
Report of your Company for the financial year ending 31st March 2010.

The total income for the financial year under review is Rs.1690.24 lacs
against Rs.25.01 lacs in previous year. During the year the Company has
earned Profit After Tax of Rs. 0.4 L lacs in comparison to the previous
year Profit After Tax of Rs. 0.37 lacs. The directors are hopeful for
better performance in the ensuing years,

Dividend

The Company has not declared any dividend during the year in order to
maintain the liquidity of funds for the expansion of the business.

Directors

In accordance with the Articles of the Company and the provisions of
the Companies Act 1956, Mr. Ashok Kumar Gadiya will be retire by
relation at the ensuing Annual Genera! Meeting and being eligible,
offer himself for reappointment on the Board of your Companies
on 07/07/2010 Mr. Manoj Parashar. Mr. Pankaj Gaulam and Mr. Radha
Kishan Gadiya have resigned from the Board of the Company. The Board
places on record its gratitude for the services rendered by Mr. Manoj
Parashar. Mr. Pankaj Gautam and Mr. Radha Kishan Gadiya during their
renure as directors of the Company.

Mr. Ranjit Singh Pagaria, Mr. Rajesh Kumar Pagaria. Mr. Jaydeb Mondal
and Mr. Manash Host were appointed as Additional Directors with effect
from June 07. 2010 and hold office npto this Annual General Meeting of
the Company. The Company has received notice from them pursuant to
Section 257 of the Companies Act. 1956, signifying their intension to
propose the candidature of Mr. Ranjit Singh Pagaria, Mr. Rajesli Kumar
Pagaria, Mr. Jaydeb Mondal and Mr. Manash Bose for (he office of
director.

The Board has appointed Mr. Rajesh Kumar Pagaria as Managing Director
of the: Company for the period of three years with effect from
07/06/2010 subject to approval of the members of the Company. He bus
vide experience in Mining, Infrastructure & Power industry.

The brief resume / details relating to directors who are to be
appointed / re-appoitttcd are furnished in thexplanatory statement to
the Notice of the ensuing Annual General Meeting.

Change in Management

On March 23. 2010 the erstwhile promoters of Women Networks Limited
signed Share Purchase Agreement with Mr. Rajesh Kumar Pagaria and M/s
Sri Anand Vinayak Coalfields Limited for sale of 3,36,500 Equity
Shanes. In order to get substantial slake in the Company, Mr. Rajesh
Kumar Pagaria and M/s Sri Anand Vinnyak Coalfields Limited subscribed
to 13,34,870 Equity Shares on Preferential basis alongwith making open
offer to the Shareholders of the Company as per SEBl (Issue of Capital
and Disclosure Requirements) Regulations. 2009.

The takeover was completed on June 12. 2010 as per the Certificate
issued by D& A Financial Services (PLimited. Manager to the open offer.

Change in Name and Business Object

As per the Posial Ballot results declared on 28/04/2010 about the
change in name of me Company to PAGARIA ENERGY LIMITED", the fresh
Certificate of Incorporation consequent on Change of Name along with
consent Tor alteration. in object clause has been received from
Kegislrjirs of Companies, NCT, Delhi & Haryana, New Delhi on
07/07/2010.

With effect from 07/07/2010, the new management has started the new
business activities in the field of Power, Mining and Infrastrcturre.

Listing

Equity Shares of the Company are listed at Delhi Stock Exchange and
Bombay Stock Exchange. Listing fees has alrady been paid in pursuant
to Clause 38 of Listing Agreements.

During the year under review, the Company has allotted 13,34,870 Equity
Shares to Mr. Rajesh Kumar Pagaria and M/s Sri Anand Vinayak Coalfields
Limited @ Rs.21.50 per share on 26/05/2010. The Company is yet to make
application to Delhi stock Exchange and Bombay Stock Exchange- for
listing ofl3,34.870 Equity Shares.

Directors Responsibility Statement

Pursuant to Section 217 {2AA) of the Companies Act, 1956: the Board of
Directors of the Company hereby slate and confirm that

i) In preparation of annual accounts. the applicable Accounting
Standards have been followed alongwith proper explanation relating to
material departures.

ii) Tho accounting policies have been selected and applied consistently
and the judgements and esdmales made, are reasunable and prudent. so as
to give a true and fair view of the state of affaire of the Company at
the end of financial year 31" March,2010 and of the Profit & Loss
account of the Company for that period.

iii) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act. 1956. for safe guarding the assets of the Company and
for preventing and detecting fraud and other irregularities.

iv) The annual accounts have been prepared on a going concern basis,

Corporate Governance and Management Discussion & Analysis

Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, Management Discussion and Analysis Report, Corporate
Governance Report and Auditors: Certificate regarding compliance of
conditions of Corporate Governance are made part of the Annual Report.

Auditors & Auditors Observation

At 18th Annual General Meeting of the Company held on 30/09/2009., M/s.
Ramesh Somani & Co.. Chartered Accountants, Ghaziabad. were
re-appointed as Statutory Auditors of the Company to hold office as
such until the conclusion of the ensuing Annual General Meeting of the
Company. M/s Ramesh Somani & Co., Chartered Accountants. Ghaziabad now
expressed their unwillingness to be re-appointed as such Statutory
Auditors of the Company. It is therefore proposed to appoint in their
place M/s S.R Ghedia & Associates. Chartered Accountants. Mumbai as
Statutory Auditors of the Company as stated in the relevant resolution
on the terms set out therein.

M/s S.R.Ghedia & Associates. Chartered Accountant Mumbai who have given
their eligibility and willingnesss to act as Statutory Auditors of the
Company. It is in the above circumstances that the resolution in this
item of the Notice is proposed to be passed and is recommended for your
accepence.

The observations of the Auditors as referred to in the Auditors Report
are suitably explained in the notes to the account.

Public Deposits

During the year, your Company has not accepted any deposits from the
public within the meaning of Section 58A of the Companies Act, 1956 and
the rule made there under.

Particulars of Employees

During the previous year. there was no employee receiving remuneration
more than the Limits prescribed under Section 217 (2A) of the Companies
Act, 1956 read with the Companies (Particulars of Employees} Rules.
1975.

The Companys operations are not power intensive. Nevertheless your
Company has introduced various measures to conserve and minimize the
use of energy.

No technology has been imported during the previous year. Indigenous
technology available is continuously been upgraded to improve overall
performances.

Foreign Exchange Earning : Nil

Foreign Exchange Outgo : Nil

Acknowledgement

Your Directors would like to place on record their appreciation for the
assistance co-operation and whole-hearted Support received from
Companys bankers, advisors, customers and investors and all, whose
cominued support has been a source of strength to the Company. Your
Directors place on record their appreciation for the valuable
contribution made by employees at all levels.